Attached files
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EX-99.1 - PRESS RELEASE ANNOUNCING AGREEMENT WITH WILLIAM SHATNER. - Max Sound Corp | f8k123109ex99i_soact.htm |
EX-10.1 - AGREEMENT WITH WILLIAM SHATNER DATED DECEMBER 30, 2009. - Max Sound Corp | f8k123109ex10i_soact.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report: (Date of earliest event reported) December 31, 2009
So
Act Network, Inc.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
000-51886
|
10685-B
Hazelhurst Drive #6572
Houston,
Texas 77043
|
26-3534190
|
||
(Commission
File Number)
|
(Address
of Principal Executive Offices and zip code)
|
(IRS
Employer Identification No.)
|
(210)
401-7667
(Registrant's
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
Item
1.01 Entry into a Material Definitive Agreement
On
December 30, 2009, So Act Network, Inc (the “Company”) entered into a passive
endorsement agreement (the “Agreement”) with William Shatner
(“Shatner”). Pursuant to the Agreement, Shatner has agreed to
participate in the Company’s Celebrity and Expert Endorsement
Program.
Furthermore,
in consideration for the Agreement, the Company shall issue to Shatner a warrant
exerciseable into 500,000 shares of common stock of the Company with an exercise
price of $0.52 per share and an expiration date of three (3) years from the
execution of the Agreement in exchange for Shatner’s two-year passive
endorsement on the So Act Network.
The
foregoing description of the Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Agreement attached to this
current report on Form 8-K as Exhibit 10.1.
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the Shatner Agreement, we issued a warrant exercisable into 500,000 shares of
our common stock, par value $.001 per share, at an exercise price of $0.52 per
share with an expiration date of three (3) years from the date of the Agreement
to William Shatner as compensation for services
rendered.
These
warrants were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the 'Act'). These warrants qualified
for exemption under Section 4(2) of the Securities Act of 1933 since the
issuance shares by us did not involve a public offering. The offering was not a
'public offering' as defined in Section 4(2) due to the insubstantial number of
persons involved in the deal, size of the offering, manner of the offering and
number of shares offered. We did not undertake an offering in which we sold a
high number of shares to a high number of investors. In addition, these
shareholders had the necessary investment intent as required by Section 4(2)
since they agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities
Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a 'public
offering.' Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
Item
7.01 Regulation
FD Disclosure.
On
January 25, 2010 we issued a press release regarding the Agreement with Shatner
described in Item 1.01 above. The press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The
information contained in the press release attached hereto is being furnished
and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that Section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
NUMBER
|
EXHIBIT
|
10.1
|
Agreement
with William Shatner dated December 30, 2009.
|
99.1
|
Press
Release announcing Agreement with William
Shatner.
|
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
January 25, 2010
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By:
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/s/
Greg
Halpern
|
Name:
Greg Halpern
Title:
President, Chief Executive Officer, Chief Financial
Officer
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3